EX-5.1 3 a2119494zex-5_1.txt EXHIBIT 5.1 BELL, BOYD & LLOYD LLC THREE FIRST NATIONAL PLAZA 70 WEST MADISON STREET, SUITE 3300 CHICAGO, ILLINOIS 60602-4207 312 372-1121 FAX 312 372-2098 OFFICES IN CHICAGO AND WASHINGTON, D.C. September 29, 2003 LKQ Corporation 120 North LaSalle Street Suite 3300 Chicago, IL 60602 Re: Registration Statement on Form S-1 ---------------------------------- Ladies and Gentlemen: We have acted as counsel for LKQ Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a registration statement on Form S-1, Registration No. 333-107417 (the "Registration Statement") relating to the registration of up to 6,900,000 shares of the Company's common stock, par value $0.01 per share, consisting of up to 4,000,000 shares proposed to be issued and sold by the Company (the "Company Shares") and up to 2,900,000 shares to be sold by certain of the stockholders of the Company (the "Selling Stockholder Shares"), which includes up to 900,000 shares which may be sold by the selling stockholders pursuant to over-allotment options, to a group of underwriters for resale pursuant to an underwriting agreement (the "Underwriting Agreement"). We are familiar with the proceedings to date with respect to the proposed issuance and sale of the Company Shares and the proposed sale of the Selling Stockholder Shares and have examined the Registration Statement and such corporate and other records, documents, instruments, certificates and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated in and validly existing under the laws of the State of Delaware. 2. The Company Shares are legally authorized and, upon issuance and delivery thereof in accordance with the terms of the Underwriting Agreement, and the receipt by the Company of the purchase price therefor, will be legally issued, fully paid and non-assessable. 3. The Selling Stockholder Shares are legally issued, fully paid and non-assessable. Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware constitution, and the reported judicial decisions interpreting such laws, and we do not express any opinion covering any other laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Bell, Boyd & Lloyd LLC